                   Advanced PC Software License
 
Please read the following license agreement.  If you accept all terms of the
agreement, continue with the installation. If you decline, the terms of
agreement do not install the software.

LICENSE AGREEMENT FOR WINBOND ELECTRONICS CORPORATION Advanced PC
Embedded Controllers CIR Microsoft(R) Windows(R)-based Drivers
 
IMPORTANT -- READ CAREFULLY: This Winbond Electronics Corporation (“WINBOND”) License
Agreement ("LICENSE") is a legal agreement between you (either an individual or
a single entity) and WINBOND for the WINBOND software product identified above,
which includes computer software and associated electronic or "online"
documentation (together, the "SOFTWARE PRODUCT"). By downloading, installing,
copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the
terms of this LICENSE. If you do not agree to the terms of this LICENSE, you are
not authorized to use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE All title and copyrights in and to the SOFTWARE PRODUCT
are owned by WINBOND or its suppliers. The SOFTWARE PRODUCT is protected by
copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not
sold.

1. GRANT OF LICENSE. Subject to the licensing restrictions set forth in
   Section 2, this LICENSE grants you the following rights: WINBOND grants to
   you a non-exclusive, royalty-free, worldwide, perpetual license to use,
   copy, load and distribute SOFTWARE PRODUCT in object code form.

2. LICENSING RESTRICTIONS. All licenses set forth in Section 1 are subject to
   the following restrictions:

a. SOFTWARE PRODUCT may only be used with, or distributed for use with 
   WINBOND devices. In no event shall any portion of SOFTWARE PRODUCT be 
   used with products other than WINBOND devices.

b. WINBOND copyright notices shall be maintained in the SOFTWARE PRODUCT to
   indicate WINBOND's original authorship and ownership of SOFTWARE PRODUCT.

c. SOFTWARE PRODUCT is licensed "as is" and without technical support as set
   forth in Section 3; SOFTWARE PRODUCT is provided with restricted rights as 
   set forth in Section 4; SOFTWARE PRODUCT is subject to United States export
   restrictions as set forth in Section 5; and the license granted in Section 1
   shall terminate immediately upon breach of this LICENSE by you as set forth
   in Section 6.

d. SOFTWARE PRODUCT shall not be used or distributed with life support devices
   or systems; SOFTWARE PRODUCT shall not be used to design, develop, or
   manufacture life support devices or systems.

f. All rights not expressly granted to you are reserved by WINBOND. 
   The LICENSE does not include licensing rights to any WINBOND trademark.

3. NO WARRANTY. WINBOND does not warrant that SOFTWARE PRODUCT is free from
   program errors, or that WINBOND or you will be able to correct any such
   errors.  SOFTWARE PRODUCT AND ANY RELATED NON-MANDATORY TECHNICAL SUPPORT
   IS PROVIDED BY WINBOND "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY
   KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
   WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE and ANY
   WARRANTY REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. WINBOND SHALL NOT BE
   LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL
   DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
   BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
   OTHER PECUNIARY LOSS) ARISING UNDER THIS LICENSE, EVEN IF ADVISED OF THE
   POSSIBILITY OF SUCH DAMAGES.  WINBOND'S MAXIMUM TOTAL LIABILITY UNDER THIS
   LICENSE SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR SOFTWARE
   PRODUCT. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION
   OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
   ABOVE LIMITATION MAY NOT APPLY TO YOU.

4. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT is provided with
   RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
   subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
   Rights in Technical Data and Computer Software clause at DFARS 252.227-7013
   or subparagraphs (c)(1) and (2) of the Commercial Computer
   Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer
   is Winbond Electronics Corporation, No. 4, Creation Rd., III Science-Based 
   Industrial Park, Hsinchu, Taiwan, R.O.C 

5. EXPORT RESTRICTIONS. You shall adhere to all applicable United States
   laws, regulations and rules relating to the export of technical data to any
   proscribed country listed in such applicable laws, regulations and rules
   unless properly authorized. The obligations under this Section shall
   survive any termination of this LICENSE.

6. TERM AND TERMINATION

a. You may terminate this LICENSE at any time by destroying all copies of the
   SOFTWARE PRODUCT, SOFTWARE PRODUCT derivatives and related documentation.

b. Without prejudice to any other rights, WINBOND may terminate this LICENSE
   if you fail to comply with any provision of this LICENSE. Upon termination,
   all rights granted under this LICENSE shall cease and you must destroy all
   copies of the SOFTWARE PRODUCT and related documentation.

7. GENERAL

a. This LICENSE shall be governed by the laws of the Republic of China,
   without regard to or application of conflicts of law rules or principles.
   The invalidity or unenforceability of a provision of this Agreement shall
   not affect the validity or enforceability of the remaining provisions of
   this Agreement; however, if in WINBOND's opinion deletion of any provisions
   of the LICENSE by operation of this Section unreasonably compromises the 
   rights or liabilities of WINBOND or its licensors, WINBOND reserves the
   right to terminate the LICENSE.

b. This LICENSE constitutes the entire agreement, written or verbal,
   between you and WINBOND with respect to the SOFTWARE PRODUCT. This LICENSE
   may not be amended except in writing signed by you and a duly authorized
   WINBOND representative. The failure of WINBOND to enforce any right
   resulting from breach of any provision of this LICENSE by you or your
   sublicensee shall not be deemed a waiver of any right relating to a
   subsequent breach of such provision or of any other right hereunder.

